UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or ~~Section~~ 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported) December 9, 2022 (December 9, 2022)

~~Date of Report (Date of earliest event reported): December 7~~CARLOTZ, ~~2022~~INC.

CarLotz, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38818	~~001-38818~~	83-2456129	~~83-2456129~~
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)

3301 W. Moore St.

3301 W. Moore St., Richmond,Virginia		23230
(Address of principal executive offices)		(Zip Code)

Richmond, Virginia 23230

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (804) 510-0744

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

LOTZ

The Nasdaq Global Market

~~LOTZ~~

~~The Nasdaq Global Market~~

Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share

LOTZW

The Nasdaq Global Market

~~LOTZW~~

~~The Nasdaq Global Market~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) ofif the Exchange Act. ☐

Item 52.0701 ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

AsOn ~~previously~~December ~~disclosed~~9, on2022, ~~August~~Shift 9Technologies, ~~2022~~Inc., a Delaware corporation (“Shift”), completed the previously announced acquisition of CarLotz, Inc., a Delaware corporation (the “Company,” “CarLotz,” “we” or “us”), ~~entered~~pursuant ~~into~~to an the Agreement and Plan of Merger dated as of August 9, 2022 (the “Merger Agreement”) ~~with Shift Technologies~~, ~~Inc.,~~by aand ~~Delaware~~among ~~corporation (“~~Shift”), ~~and~~ Shift Remarketing Operations, Inc., a Delaware corporation and direct wholly owned subsidiary of Shift (“Merger Sub”), ~~pursuant to which, among other things~~ and ~~subject~~CarLotz. Pursuant to the ~~terms~~Merger ~~and conditions contained therein~~Agreement, Merger Sub ~~will be~~ merged with and into CarLotz, with CarLotz continuing as the surviving corporation and as a wholly owned subsidiary of Shift (the “Merger”). On December 7, 2022, CarLotz held a special meeting of the Company’s stockholders (the “Special Meeting”) to consider certain proposals relating to the Merger Agreement. Such proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2022.

AsMerger of the close of business on October 27, 2022, the record date for the Special Meeting, there were 119,703,273 shares of common stock, par value $0.0001 per share, of CarLotz (the “CarLotz Common Stock”) outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 73,981,051 shares of CarLotz Common Stock, representing approximately 61.8% of the outstanding shares of CarLotz Common Stock entitled to vote, were present or represented by proxy, constituting a quorum for the transaction of business.Consideration

~~Set~~Pursuant ~~forth~~to ~~below~~the ~~are~~Merger ~~the~~Agreement, ~~proposals~~each outstanding share of Class A common stock, ~~and~~par ~~the~~value ~~action~~$0.0001 ~~taken~~per share, of CarLotz (“CarLotz Common Stock”) (other than CarLotz Common Stock owned or held in treasury by CarLotz, which was cancelled for no consideration) was converted into the ~~Company’s~~right ~~stockholders~~to ~~with~~receive ~~respect~~0.705241 (the “Exchange Ratio”) of a share of Class A common stock, par value $0.0001 per share, of Shift (“Shift Common Stock”), rounded up to ~~each~~the ~~proposal~~nearest atwhole share for any fractional shares of Shift Common Stock that would have been issued to any stockholder resulting from the ~~Special~~calculation ~~Meeting.~~(the “Merger Consideration”).

~~Proposal~~Treatment ~~No.~~of 1:CarLotz ~~Approval~~Equity ofAwards, ~~the~~Earnout Shares, ~~Merger~~Earnout ~~Proposal~~Acquiror RSUs and Warrants

~~The~~At ~~Company’s~~the ~~stockholders~~effective ~~approved~~time of the ~~proposal~~Merger (the “Effective Time”), (i) each vested time-based and performance-based CarLotz restricted stock unit award (including any such awards that vested at the Effective Time) was converted into the right to ~~adopt~~receive the Merger ~~Agreement.~~Consideration ~~Approval~~in respect of each underlying share of CarLotz Common Stock, less applicable tax withholding, and (ii) each other CarLotz restricted stock unit award was assumed by Shift and converted into an award relating to Shift Common Stock, with appropriate adjustments to the ~~Merger~~numbers ~~Agreement~~of ~~required~~shares and share price thresholds to reflect the ~~affirmative~~Exchange ~~vote~~Ratio, ofin each case in accordance with the ~~holders~~terms ofset aforth ~~majority~~the ofMerger Agreement. In addition, at the ~~shares~~Effective Time, ofeach option to purchase CarLotz Common Stock ~~outstanding~~was atassumed by Shift and converted into an option to purchase Shift Common Stock, with appropriate adjustments to the ~~close~~numbers of ~~business~~shares onand exercise prices to reflect the ~~record~~Exchange ~~date.~~Ratio, ~~The~~in ~~voting~~accordance ~~results~~with ~~for~~the ~~this~~terms ~~proposal~~set ~~were~~forth in asthe ~~follows:~~ Merger Agreement.

Votes For						Votes Against						Abstentions
66,701,027						7,086,312						193,712

Also at the Effective Time, each outstanding warrant (the “Warrants”) to purchase shares of CarLotz Common Stock was assumed by Shift and converted into a warrant to purchase Shift Common Stock, with appropriate adjustments to the warrant shares and exercise price to reflect the Exchange Ratio, in accordance with the terms set forth in the Merger Agreement. In connection with such conversion of the Warrants, on December 9, 2022, Shift, American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”), CarLotz and Continental Stock Transfer & Trust Company, a New York corporation (“CST”), entered into a Warrant Assumption and Amendment Agreement (the “Warrant Amendment”), pursuant to which among other things, (i) Shift assumed all of CarLotz’s rights, interests and obligations under that certain Warrant Agreement dated as of February 21, 2019, between CarLotz and AST, as Warrant agent; (ii) each of the issued and outstanding Warrants will no longer be exercisable for shares of CarLotz Common Stock but instead will be exercisable for shares of Shift Common Stock; (iii) the Warrants will be adjusted such that the number of shares of Shift Common Stock issuable upon exercise of such Warrants shall be equal to the product (rounded to the nearest whole number) of (x) the number of shares of CarLotz Common Stock issuable upon exercise of such Warrant immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, and the exercise price of each such Warrant shall be equal to the quotient (rounded to the nearest whole cent) of (1) the per share exercise price of such Warrant immediately prior to the Effective Time divided by (2) the Exchange Ratio; and (iv) CST replaced AST as Warrant agent.

~~Proposal~~Additionally, ~~No.~~each 2:Earnout ~~Approval~~Share and Earnout Acquiror RSU (each as defined in the SPAC Merger Agreement) outstanding as of the ~~Adjournment~~Effective ~~Proposal~~Time was assumed and converted into a right to acquire shares of Shift Common Stock, with appropriate adjustments to the number of shares and share price thresholds to reflect the Exchange Ratio. The “SPAC Merger Agreement” means that certain Agreement and Plan of Merger dated as of October 21, 2020, by and among CarLotz, Inc. (f/k/a Acamar Partners Acquisition Corp.), Acamar Partners Sub, Inc. and CarLotz Group, Inc. (f/k/a CarLotz, Inc.), as amended.

The ~~proposal~~foregoing todescription ~~approve~~of the ~~adjournment~~Merger ofAgreement and the ~~Special~~Merger ~~Meeting~~is toonly a ~~later~~summary ~~date~~and ordoes ~~dates,~~not ifpurport ~~necessary or appropriate,~~ to ~~solicit~~be ~~additional~~complete ~~proxies~~and ifis ~~there~~qualified ~~were~~in ~~insufficient~~its ~~votes~~entirety atby ~~the~~reference ~~time~~to of the ~~Special~~full ~~Meeting~~text ~~to adopt~~ of the Merger Agreement, ~~was~~a ~~approved,~~copy ~~but the adjournment~~ of ~~the~~which ~~Special~~was ~~Meeting~~filed ~~was~~as ~~not~~Exhibit ~~necessary~~2.1 asto the Company’s ~~stockholders~~Form ~~approved~~8-K filed with the ~~adoption~~U.S. ofSecurities and Exchange Commission (the ~~Merger~~“SEC”) ~~Agreement~~on August 12, 2022 and is incorporated into this Item 2.01 by reference.

Votes For						Votes Against						Abstentions
65,545,961						8,141,009						294,081

~~Important~~Item ~~Additional~~3.01 ~~Information~~Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

InThe ~~connection~~information ~~with~~set ~~the~~forth ~~pending~~in ~~Merger,~~Item ~~Shift~~2.01 ~~has~~of ~~filed~~this Current aReport ~~registration statement~~ on Form S8-4K ~~with~~is ~~the~~incorporated ~~SEC,~~into ~~that~~this ~~includes~~Item ~~a joint proxy statement of Shift and CarLotz, that also constitutes a prospectus of Shift (the “joint proxy statement/prospectus”), which has become effective~~3.01 ~~Security~~by holders of Shift and CarLotz are urged to carefully read the entire registration statement and joint proxy statement/prospectus and other relevant documents filed or to be filed with the SEC when they become available, because they will contain important informationreference. A definitive joint proxy statement/prospectus has been sent to Shift’s stockholders and to CarLotz’s stockholders. Security holders may obtain the registration statement and the joint proxy statement/prospectus from the SEC’s website or from Shift or CarLotz as described in the paragraph below.

~~The~~On ~~documents~~December ~~filed~~9, by2022, in ~~Shift~~connection with the ~~SEC~~consummation ~~may~~of bethe ~~obtained~~Merger, ~~free~~the Company (i) notified The Nasdaq Global Market (“Nasdaq”) of the ~~charge~~consummation atof the Merger and (ii) requested that Nasdaq remove the CarLotz Common Stock and the Warrants from listing and file a Form 25 with the SEC’s ~~website~~to atreport ~~www~~the delisting of the CarLotz Common Stock and the Warrants from Nasdaq.~~sec.gov.~~ ~~These~~The ~~documents~~Company ~~may~~expects ~~also~~that, bein ~~obtained~~accordance with ~~free~~its request, Nasdaq will file a Notification of ~~charge~~Removal from ~~Shift~~Listing byand/or ~~requesting~~Registration ~~them~~on byForm ~~mail~~25 aton ~~290~~December ~~Division Street~~9, ~~Suite~~2022 ~~400,~~to ~~San~~provide notification ~~Francisco~~of such delisting and to effect the deregistration of the CarLotz Common Stock and the Warrants under Section 12(b) of the Securities Exchange Act of 1934, ~~California~~as ~~94103~~amended (the “Exchange Act”). ~~The~~Following ~~documents~~effectiveness ~~filed~~of bythe ~~CarLotz~~Form 25, the Company intends to file with the SEC ~~may~~a beCertification ~~obtained~~and ~~free~~Notice of ~~charge~~Termination aton Form 15 with the SEC to suspend the Company’s ~~website~~reporting obligations atunder ~~www.sec.gov.~~Sections ~~These~~13 ~~documents~~and ~~may~~15(d) ~~also~~of bethe ~~obtained~~Exchange ~~free~~Act. Trading of ~~charge~~the ~~from~~ CarLotz byCommon ~~requesting~~Stock ~~them~~and bythe ~~mail~~Warrants aton ~~3301~~Nasdaq W.was ~~Moore~~halted prior ~~St.,~~to ~~Richmond,~~the ~~Virginia~~opening ~~23230~~of trading on December 9, 2022.

~~Participants~~Item 3.03 inMaterial ~~the~~Modification ~~Solicitation~~to Rights of Security Holders.

~~Shift,~~The information ~~CarLotz~~set ~~and~~forth ~~certain~~in ofItems ~~their~~2.01, ~~directors~~3.01, ~~executive~~5.01 ~~officers~~ and ~~employees~~5.03 ~~may be deemed participants in the solicitation~~ of ~~proxies~~this inCurrent ~~connection~~Report ~~with~~on ~~the~~Form ~~pending~~8-K ~~Merger.~~is ~~Information~~incorporated ~~regarding~~herein ~~the~~by ~~persons~~reference ~~who~~into ~~may,~~this Item ~~under the rules of the SEC, be~~ 3.03.

~~deemed~~Item participants in the solicitation of proxies in connection with the pending Merger, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the joint proxy statement/prospectus filed with the SEC5.01 ~~Information~~Changes ~~about the directors and executive officers of CarLotz is set forth~~ in ~~the~~Control ~~definitive proxy statement for CarLotz’s 2022 annual meeting~~ of stockholders, as previously filed with the SEC on April 29, 2022 and in CarLotz’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 15, 2022, as supplemented by CarLotz’s subsequent filings with the SECRegistrant. Information about the directors and executive officers of Shift and their ownership of Shift shares is set forth in the definitive proxy statement for Shift’s 2022 annual meeting of stockholders, as previously filed with the SEC on June 26, 2022, as supplemented by Shift’s subsequent filings with the SEC. Free copies of these documents may be obtained as described in the paragraph above.

NoThe ~~Offer~~information orset ~~Solicitation~~forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

~~This~~As a ~~communication~~result ~~shall not constitute an offer to sell or the solicitation~~ of ~~an offer to sell or~~ the ~~solicitation of an offer to buy any securities~~Merger, ~~nor~~at ~~shall~~the ~~there~~Effective ~~be any sale of securities in any jurisdiction in which such offer~~Time, ~~solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of~~ a ~~prospectus~~change ~~meeting the requirements~~ of ~~Section~~control 10 of the ~~Securities~~Company ~~Act~~occurred ~~of 1933, as amended,~~ and ~~otherwise~~CarLotz inbecame ~~accordance~~a ~~with~~whollyowned ~~applicable~~subsidiary of ~~law~~Shift.

~~Forward-Looking~~Item ~~Statements~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~This~~The ~~Current~~information ~~Report~~set onforth Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. These statements are based on the beliefs and assumptions of our management team. Although we believe our plans, intentions and expectations reflected in orItem ~~suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations~~2.01 Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of ~~operations,~~this Current are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. These forward-looking statements are subject to a number of risks and uncertainties, including our ability to satisfy the conditions to closing and complete the proposed Merger, pursuant to the Merger Agreement; the timing of the Merger and the occurrence of any event, change, or other circumstances that could delay or prevent completion of the proposed Merger or give rise to the termination of the Merger Agreement; the impact of the Merger on the business and future financial and operating results of the Company and Shift; our ability to manage our business through and following the COVID-19 pandemic and the related semi-conductor chip and labor shortages, including to achieve the anticipated benefits from the announced closure of certain hub locations; our ability to achieve revenue growth and profitability in the future; our ability to innovate and expand our technological capabilities; our ability to effectively optimize our reconditioning operations; our ability to grow existing vehicle sourcing accounts and key vehicle channels; our ability to add new corporate vehicle sourcing accounts and increase consumer sourcing; our ability to have sufficient and suitable inventory for resale; our ability to increase our service offerings and price optimization; our ability to effectively promote our brand and increase brand awareness; our ability to expand our product offerings and introduce additional products and services; our ability to improve future operating and financial results; our ability to obtain financing in the future; our ability to acquire and protect intellectual property; our ability to attract, train and retain key personnel, including sales and customer service personnel; our ability to acquire and integrate other companies and technologies; our ability to remediate material weaknesses in internal control over financial reporting; our ability to comply with laws and regulations applicable to our business; our ability to successfully defend litigation; and our ability to successfully deploy the proceeds from the merger pursuant to that certain Agreement and Plan of Merger, dated as of October 21, 2020 (as amended by Amendment No. 1, dated December 16, 2020), by and among CarLotz, Inc. (f/k/a Acamar Partners Acquisition Corp.), Acamar Partners Sub, Inc., a wholly owned subsidiary of CarLotz, Inc., and CarLotz Group, Inc. (f/k/a CarLotz, Inc.) (“Former CarLotz”), pursuant to which Acamar Partners Sub, Inc. merged with and into Former CarLotz, with Former CarLotz surviving as the surviving company and as a wholly owned subsidiary of CarLotz, Inc., and those factors discussed in the section entitled “Risk Factors” in our Quarterly Reports on Form 10-Q filed with the SEC on May 9, 2022, August 9, 2022 and November 8, 2022 and Item 1A “Risk Factors” in our Annual Report on Form 108-K ~~for~~is ~~the~~incorporated ~~year~~into ~~ended~~this ~~December~~Item ~~31, 2021, filed with the SEC on March 15, 2022, and those described from time to time in our future reports filed with the SEC~~5.02 ~~Many~~by of these risk factors are outside of our control, and as such, they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied hereinreference. ~~The forward-looking statements in this Current Report are made as of the date on which they are made and we do not undertake to update our forward-looking statements.~~

~~SIGNATURE~~Directors

Pursuant to the ~~requirements~~Merger ofAgreement, at the ~~Securities~~Effective ~~Exchange~~Time ~~Act~~all members of ~~1934,~~the CarLotz board of directors (the ~~registrant~~“Board”), ~~has~~Linda ~~duly~~B. Abraham, ~~caused~~Steven ~~this~~G. ~~report~~Carrel, Nanxi Liu, David R. Mitchell, Kimberly H. Sheehy, James E. Skinner and Luis Ignacio Solorzano, ceased to be directors ~~signed~~of onCarLotz. ~~its~~Immediately ~~behalf~~following by the ~~undersigned~~Effective ~~hereunto~~Time, ~~duly~~certain ~~authorized~~officers of Shift became directors of CarLotz.

	CARLOTZ, INC.
Dated: December 8, 2022	By:	/s/ Lev Peker
	Name:	Lev Peker
	Title:	Chief Executive Officer

Executive Officers

Pursuant to the Merger Agreement, at the Effective Time the resignations of CarLotz’s executive officers, Lev Peker, Ozan Kaya, Eugene Kovshilovsky, Thomas W. Stoltz and Elizabeth Sanders, became effective. Immediately following the Effective Time, certain officers of Shift became officers of CarLotz.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

Pursuant to the Merger Agreement, at the Effective Time (i) the Second Amended and Restated Certificate of Incorporation of the Company was amended and restated to conform to Exhibit D attached to the Merger Agreement; and (ii) the Amended and Restated Bylaws of the Company were amended and restated to conform to the bylaws of Merger Sub, except that the name reflected in such bylaws was changed to “CarLotz, Inc.”

Item 7.01 Regulation FD Disclosure.

On December 9, 2022, Shift issued a press release announcing the closing of the Merger. A copy of the press release is furnished as Exhibit 99.1 hereto. Such press release shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

2.1	Agreement and Plan of Merger dated August 9, 2022, by and among Shift Technologies, Inc., Shift Remarketing Operations, Inc. and CarLotz, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No. 001-38818), filed with the SEC on August 12, 2022).†
99.1	Press Release of Shift Technologies, Inc. dated December 9, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. CarLotz agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements involve risks and uncertainties. CarLotz’s experience and results may differ materially from the experience and results anticipated in such statements. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to: (1) the ability of the combined company to retain and hire key personnel; (2) unexpected costs, charges or expenses resulting from the transaction; (3) potential adverse reactions or changes to business relationships resulting from the completion of the transaction; (4) the combined company’s ability to achieve the synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined company’s existing businesses; and (5) legislative, regulatory and economic developments. Other factors that might cause such a difference include those discussed in CarLotz’s filings with the SEC, which include its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the joint proxy statement/prospectus filed in connection with the Merger. For more information, see the section entitled “Risk Factors” and the forward-looking statements disclosure contained in CarLotz’s Annual Reports on Form 10-K and in other filings. The forward-looking statements included in this Current Report on Form 8-K are made only as of the date hereof and, except as required by federal securities laws and rules and regulations of the SEC, CarLotz undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CARLOTZ, INC.

Dated: December 9, 2022	/s/ Jeff Clementz
	Name:	Jeff Clementz
	Title:	Chief Executive Officer

Filing Compare · CarLotz, Inc.